0001056288-05-000088 Sample Contracts

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WITNESSETH:
Custodian Agreement • February 11th, 2005 • MTB Group of Funds • Massachusetts
INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT
MTB Group of Funds • February 11th, 2005

Under the Investment Advisory Contract between MTB Investment Advisors, Inc. (the "Adviser") and MTB Group of Funds (the "Trust"), dated August 22, 2003, as amended, the Adviser agrees to contractually waive all or a portion of its investment advisory fee (based on average daily net assets) to which it is otherwise entitled to receive from the Funds listed below and/or to reimburse certain operating expenses of the Funds in order to limit each Fund's total operating expenses to not more than the stated amount of the Fund's average daily net assets, for the period from May 1, 2005 through April 30, 2006.

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